{"url_path":"/sec/karo/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1828102/0001213900-26-066795-index.html","accession_number":"0001213900-26-066795","cik":"0001828102","ticker":"KARO","issuer_name":"Karooooo Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1828102/0001213900-26-066795-index.html","primary_entity_key":"0001828102","primary_entity_name":"Karooooo Ltd."},"word_count":1327,"has_tables":true,"body_markdown":"**Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY\nTRANSACTIONS**\n\n** **\n\n**A.****MAJOR\nSHAREHOLDERS**\n\n** **\n\nThe following table sets forth information as\nat May 29, 2026 regarding actual ownership of our ordinary shares by:\n\n \n\n●each\nperson or entity we know to own 5% or more of our ordinary shares;\n\n \n\n●each\nexecutive officer; and\n\n \n\n●each\ndirector.\n\n \n\nFor purposes of the table below, the percentage\nownership calculations are based on 30,893,300 ordinary shares outstanding as at May 29, 2026. To the extent different, beneficial ownership\ndetermined in accordance with the rules of the SEC, including voting or investment power with respect to the securities, is described\nin the footnotes to the table.\n\n \n\n \n \n**As\nat May 29,\n2026**\n \n\n**Name of\nOwner**\n \n**Number**\n \n \n**Percent**\n \n\n**Directors and/or Executive Officers**\n \n \n \n \n \n \n\nIsaias (Zak) Jose Calisto (1)\n \n\n17,917,958\n \n \n\n58.00\n \n\nHoe Shin Goy\n \n \n5,882 \n \n \n \n0.02\n \n\nKim White\n \n \n \n \n \n \n \n \n\nSiew Koon Lim\n \n \n \n \n \n \n \n \n\nAndrew Leong\n \n \n \n \n \n \n \n \n\nJuan Marais (2)\n \n \n3,250,793\n \n \n \n10.52\n \n\nAll executive officers and directors as a group (6\npersons)\n \n \n21,174,633\n \n \n \n68.54\n \n\n \n \n \n \n \n \n \n \n \n\n**Other 5% Shareholders**\n \n \n \n \n \n \n \n \n\nGobi Capital LLC (3)\n \n \n2,200,668\n \n \n \n7.12\n \n\n \n \n \n \n \n \n \n \n \n\n**Total Ordinary Shares**\n \n \n23,375,301\n \n \n \n75.66\n \n\n \n\n(1)Mr.\nCalisto owns 17,917,958 shares, or 58.00%. However, Mr. Calisto and One Spire (Pty) Ltd. have agreed that if Mr. Calisto’s beneficial\nownership falls to below 51% of the issued and outstanding shares of the Company, then One Spire (Pty) Ltd. will cast all votes in respect\nof the ordinary shares that One Spire (Pty) Ltd. beneficially owns as directed by Mr. Calisto. As a result, in accordance with the rules\nof the SEC, Mr. Marais’ 3,250,793 shares may be deemed to be beneficially owned by Mr. Calisto. Therefore, Mr. Calisto may be deemed\nto beneficially own 21,168,751 shares or 68.52%. Mr. Calisto disclaims beneficial ownership of Mr. Marais’ 3,250,793 ordinary shares.\n\n \n\n(2)Mr.\nMarais is the beneficial owner of 3,250,793 shares through One Spire (Pty) Ltd., which corresponds to 10.52% of the outstanding shares\nof the Company. Mr. Marais and Jennie Allen are directors of One Spire (Pty) Ltd., and accordingly, Mr. Marais and Ms. Allen share voting\nand investment power over the shares held by One Spire (Pty) Ltd. Mr. Calisto and One Spire (Pty) Ltd. have agreed that if Mr. Calisto’s\nbeneficial ownership falls to below 51% of the issued and outstanding shares of the Company, then One Spire (Pty) Ltd. will cast all\nvotes in respect of the ordinary shares that One Spire (Pty) Ltd. beneficially owns as directed by Mr. Calisto. As a result, in accordance\nwith the rules of the SEC, Mr. Calisto may be deemed to beneficially own such shares. Mr. Calisto disclaims beneficial ownership of such\nordinary shares.\n\n \n\n(3)Gobi\nCapital LLC is controlled by Bo Shan. Gobi Capital LLC and Bo Shan disclaim beneficial ownership of the ordinary shares listed above\nexcept to the extent of any pecuniary interest therein. The business address of Gobi Capital LLC is 909 Montgomery Street, Suite 400,\nSan Francisco, CA 94133.\n\n \n\n90\n\n \n\n \n\nAs at May 29, 2026, we had 1 holder of record\nof our ordinary shares in the United States, holding approximately 25,363,843 of our total issued ordinary shares. The U.S. shareholder\nof record is CEDE & CO., a nominee of The Depository Trust Company. We believe that the shares held by CEDE & CO. include ordinary\nshares beneficially owned by both holders in the United States and non-U.S. beneficial owners. The share register in South Africa holds\n5,529,457 ordinary shares.\n\n \n\n**B.****RELATED\nPARTY TRANSACTIONS**\n\n** **\n\n**CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS**\n\n** **\n\n**Related Person Transaction Policy**\n\n** **\n\nWe have adopted a policy requiring approval by\nthe audit committee, subject to certain exceptions, of certain transactions between us and a related person (as defined below). Transactions\nsubject to the policy would include the following transactions in which a related person has or will have a direct or indirect material\ninterest:\n\n \n\n●any\ntransaction or series of transactions with a related person that is material to us or the\nrelated person, or\n\n \n\n●any\ntransactions that are unusual in their nature or conditions, involving goods, services, or\ntangible or intangible assets, to which we are a party.\n\n \n\nFor purposes of the policy, “related person” means:\n\n \n\n●any\ndirector or executive officer of (i) the Company or (ii) an affiliated entity of the Company;\n\n \n\n●any\nimmediate family member of a director or executive officer of (i) the Company or (ii) an\naffiliated entity of the Company;\n\n \n\n●any\nnominee for director of (i) the Company or (ii) an affiliated entity of the Company and the\nimmediate family members of such nominee;\n\n \n\n●a\n10% beneficial owner of the Company’s voting securities or any immediate family member\nof such owner; and\n\n \n\n●enterprises\nin which a substantial interest in the voting power is owned, directly or indirectly by a\nperson described in any of the immediately preceding four bullet points or over which such\na person is able to exercise significant influence.\n\n \n\n**Related Party Transactions**\n\n** **\n\nThe information below describes related party\ntransactions we have entered into, which are material to the company or the related party, or any transactions that are unusual in their\nnature or conditions, involving goods, services or tangible or intangible assets, to which the company or any of its affiliates was a\nparty.\n\n \n\nAdditional information about our related party transactions is included\nin Note 28 to the audited consolidated financial statements.\n\n \n\n**Registration Rights Agreement**\n\n** **\n\nIn connection with the Offering, we entered into\na registration rights agreement with our Chief Executive Officer, Isaias (Zak) Jose Calisto. The registration rights agreement grants\nMr. Calisto and his designees specified registration rights in connection with any transfer of ordinary shares issuable to us or our\naffiliates upon conversion of any shares. As a result, Mr. Calisto may require us to use reasonable best efforts to effect the registration\nunder the Securities Act of our ordinary shares that he or his affiliates own, in each case at our own expense. The registration rights\nagreement also provides that we will indemnify Mr. Calisto in connection with the registration of our ordinary shares.\n\n \n\n91\n\n \n\n \n\n**Loan Arrangements**\n\n** **\n\nGiven our commitment to South Africa’s\nbroad-based Black economic codes of good practice, we entered into an Enterprise Development Loan Agreement with Bumbene House (Proprietary)\nLimited in February 2020 under which we provided Bumbene House (Proprietary) Limited with a loan in an aggregate amount of ZAR11.0 million.\nThe loan was extended by a further ZAR8.4 million during the 2021 financial year, ZAR6.4 million during the 2023 financial year, another\nZAR2.4 million in the 2024 financial year and ZAR0.5 million in the 2025 financial year. Amounts due under this loan bear no interest,\nhave no fixed terms of repayment and are repayable on demand. As at February 28, 2026, ZAR28.7 million of this loan remained outstanding.\n\n \n\n**Acquisitions**\n\n** **\n\n**Karooooo Logistics (Pty) Ltd:**In September\n2021, the Group strategically acquired 70.1% of the shares and voting interest in Karooooo Logistics (Picup), a logistics cloud- based\ndisruptive technology company located in South Africa. The acquisition may be a related party transaction given that Isaias (Zak) Jose\nCalisto, founder and CEO of Karooooo, had been working with Picup prior to its acquisition by the Group, to build the Picup business\nfor scale, including through a ZAR 4.5 million loan from Onecell Holdings (Pty) Ltd of which Mr J Marais and Mr Calisto hold substantial\nvoting interests, and Mr Calisto is a director, given the timing of the approval of the transaction. The loan was intended as a once-off\nshort-term bridge financing for Picup prior to final acquisition approvals, and was fully repaid in September 2021 following the completion\nof the acquisition.\n\n \n\nMr J Marais, Mr Calisto and Onecell Holdings (Pty) Ltd had no interest\nin Picup prior to the acquisition.\n\n \n\nIn Q2 FY 2025, by way of a repurchase and cancellation\nby Karooooo Logistics (Pty) Ltd of its own shares from minority shareholders, the Group’s interest increased to 74.8%. Effective\n1 September 2025, the company repurchased and cancelled additional shares from a minority shareholder, representing 7.6% of the issued\nshares of the company, which resulted in the group’s interest increasing to 81%.\n\n \n\n**C.****INTERESTS\nOF EXPERTS AND COUNSEL**\n\n** **\n\nNot applicable.\n\n \n\n92"}